For companies eyeing their next phase of growth, listing in the United States can be a game-changing move. But what does it really take to make the leap? At a recent event in London — “Gateway to U.S. Capital Markets,” the Depositary Receipts team at BNY explored this topic with esteemed panelists from Goldman Sachs, the New York Stock Exchange, Orrick, CFGI and Newton Investment Management.
While companies may not be able to control the macroeconomic environment that they find themselves facing, as seen with recent stock market uncertainty, many executive teams for non-U.S. companies, both private and locally listed, will find themselves asking the following question: Should we consider listing in the U.S.?
Although the answer to this question is complex and there is no one-size-fits-all solution, the panelists at this “Gateway to U.S. Capital Markets” event discussed themes that could potentially influence a company's U.S. listing decision:
Why companies choose to list in U.S. capital markets
Considerations that might make companies more likely to want to list in the U.S. included the existing U.S. footprint of a company, both management and operations, as well as the U.S.-based revenue of the company. Interest and investment in the company’s sector and how well it is understood should also be a consideration, as evidenced by coverage from U.S. equity research analysts and capital flows.
How foreign issuers prepare for U.S. listings
Key considerations before a listing
It is vital that companies prepare for the U.S. listing event and beyond. Corporate readiness should be taken into account when preparing to list, including assessing the capacity of internal resources such as the accounting team, the board and management.
Questions to evaluate internal readiness
- Is the appropriate governance framework in place?
- Have advisors such as underwriters, the stock exchange, lawyers, accountants and the depositary bank been engaged?
- Is the company ready to comply with U.S. accounting practices?
- Is the company’s equity investment thesis ready to be presented to U.S. investors?
- Does the company qualify as a Foreign Private Issuer (FPI)? And thus, can reduce reporting uplift, i.e. continuing to report under International Financing Reporting Standards, as opposed to changing to U.S. GAAP as a U.S. issuer would be required to do1.
Much of the discussion centered on crafting a compelling and balanced narrative to present to investors in relation to listing in the U.S. Companies should be ready to address potential areas of investor concern, which underscores the importance of engagement with the investment community. Panelists discussed the IPO stage and how issuers and investors in a public company can develop a dialogue (disclosure in compliance with securities laws) where investors offer their perspectives, and companies gain insight from that engagement. This development of investor relations should be thought of as a key corporate function and companies should plan to allocate the resources needed for investor relations.
The index landscape
A common misconception is that a U.S. listing automatically grants access to U.S. indices such as the S&P 500, but as our panel noted, index inclusion is determined by a range of factors, including the company’s domicile, the management’s location, revenue distribution and other factors. Even if a company issues ordinary shares in the U.S., it may not necessarily qualify for indices such as the S&P 500 if it remains fundamentally domiciled in Europe or other non-U.S. locations.
The role of depositary receipts in U.S. capital markets access
As the panel dove into the details of the listing process, benefits and possible structures, it also discussed the American Depositary Receipt (ADR) as an instrument that facilitates both single and dual-listing structures. The ADR allows companies already listed on their domestic exchanges and issuers looking for sole access (single listings) to U.S. access capital markets to facilitate U.S. investment.
The depositary bank streamlines processes including settlement, dividends and proxy voting, which can be challenging for companies operating across borders. Moreover, DRs provide the flexibility to convert shares between markets, facilitating seamless access to U.S. capital and T+1 settlement.
Ultimately, the conversation demonstrated that when considering listing in the U.S., companies evaluate a range of financial, structural and regulatory factors with strategic timing, market conditions and valuation expectations all playing crucial roles for the issuer and their advisors.
To learn more, please reach out to the marketinsightsandinitiatives@bny.com or your contact on the Depositary Receipts team.
1”Accessing the U.S. Capital Markets — A Brief Overview for Foreign Private Issuers,” United States Securities and Exchange Commission, February 2013, https://www.sec.gov/divisions/corpfin/internatl/foreign-private-issuers-overview.shtml
BNY General Disclaimer
BNY is the corporate brand of The Bank of New York Mellon Corporation and may be used to reference the corporation as a whole and/or its various subsidiaries generally. This material does not constitute a recommendation by BNY of any kind. The information herein is not intended to provide tax, legal, investment, accounting, financial or other professional advice on any matter, and should not be used or relied upon as such. The views expressed within this material are those of the contributors and not necessarily those of BNY. BNY has not independently verified the information contained in this material and makes no representation as to the accuracy, completeness, timeliness, merchantability or fitness for a specific purpose of the information provided in this material. BNY assumes no direct or consequential liability for any errors in or reliance upon this material.
This material may not be reproduced or disseminated in any form without the express prior written permission of BNY. BNY will not be responsible for updating any information contained within this material and opinions and information contained herein are subject to change without notice. Trademarks, service marks, logos and other intellectual property marks belong to their respective owners.
© 2025 The Bank of New York Mellon. All rights reserved. Member FDIC.
